compugroup uk gbp160m offer

The offer price represents a premium of 18.9% to the implied value of the IBA Offer on July 19; and a premium of 18.4% to the closing mid-market price of 55.75 pence per iSOFT share on Oct. 16, 2006.
CompuGROUP is a newly-incorporated company which has been formed for the purpose of effecting the Scheme.
CompuGROUP Holding is listed on the Frankfurt Stock Exchange and as at July 19, had a market capitalisation of EUR875 million.
CompuGROUP will finance the offer and repayment of iSOFT's existing bank facilities, which are repayable upon a change of control of iSOFT, and the ongoing working capital requirements of the enlarged group, through a combination of CompuGROUP Holding's existing cash resources and committed new debt facilities of GBP285 million. The new debt facilities have been arranged and underwritten by SEB AG.
CompuGROUP Holding has reached agreement with Computer Sciences Corporation on a mutually satisfactory solution which will enable CSC, if the scheme becomes effective, to take full control of certain of its obligations in respect of the National Programme for IT (NPfIT) project whilst giving greater certainty to CompuGROUP Holding in respect of iSOFT's ongoing operations and limiting liability for iSOFT on historic and future NPfIT related issues.
In addition, CSC has agreed that it will not withhold its consent to the change of control of iSOFT which will occur on the scheme becoming effective.
Following the announcement by iSOFT on July 6, that the resolutions proposed in connection with the IBA Scheme at both the Court meeting and extraordinary general meeting of iSOFT Shareholders had been passed by the requisite majorities, on July 19, the iSOFT Directors received an unsolicited definitive proposal from CompuGROUP comprising an all cash offer for iSOFT.
The iSOFT directors have therefore withdrawn their recommendation of the IBA offer and intend to apply for an adjournment of the Court hearing to sanction the IBA Scheme scheduled for July 25.
iSOFT said it has agreed that it will serve notice on IBA terminating the IBA implementation agreement, which will trigger an obligation on iSOFT to pay to IBA an inducement fee of GBP1,397,137.

Dow Jones Newswires
July 20, 2007 06:30 ET (10:30 GMT)